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Rewriting Governance

The proposed bylaws changes are designed to make NCBA more responsive to individual members.

A proposal before the National Cattlemen's Beef Association (NCBA) board of directors to change the organization's structure was given preliminary approval at its midyear conference in Dallas, TX, in July. Officers drafted the bylaws changes in response to Stakeholders' Congress action during the January 2003 convention in Nashville, TN. Final action on the proposal will come at the January 2004 convention in Phoenix, AZ.

“The objective of the proposal is to create a more responsive, inclusive and efficient producer organization,” says Bill Donald, Melville, MT. He's chairman of NCBA's Cow-Calf/Stocker Council and president-elect of the Montana Stockgrowers Association. He was among the NCBA members who spearheaded the movement to improve “member ownership” in NCBA.

“The proposal is comprehensive in its approach to meeting those objectives,” he explains. “If these changes are implemented, members will have more opportunity to have a voice in policy development.”

Policy Begins At Home

“State associations commonly develop policy from input and resolutions that comes through local or county stockgrowers and cattlemen's associations,” says Donald. “This is how anyone involved in the cattle business can advance issues and concerns.”

Once a resolution passes a state affiliate's muster, it's assigned to the germane NCBA committees where it's debated and voted on during NCBA's annual conventions and conferences. In addition, any NCBA member can introduce policy in a committee, but only members of that committee can vote on that proposed policy if it reaches the floor, says Donald.

Under the proposed bylaws changes, once a policy passes a committee vote, it automatically goes to the NCBA board of directors for consideration. As a fallback measure, the governance proposal would allow any motion that fails a committee vote, to be revisited if a board member wants to bring it before the board and a majority of the board wants to discuss it.

Under the proposed bylaws changes, all policy development issues, once passed by the board, will go to the general membership meeting for action. Any member can then make motions to amend policy, debate policy and vote on a motion at that meeting.

“All resolutions passed by the board must be ratified by the membership at the annual membership meeting,” Donald adds. “This is the biggest change coming out of this proposal.”

At the annual membership meeting, any member would be able to reintroduce a resolution previously rejected by the germane committee or the board. A simple majority vote will get that issue onto the floor for consideration and debate. To become policy, it must garner a two-thirds majority vote of the membership.

The Changes Run Deep

Donald listed other specifics of the proposed changes:

  • Within 30 days, all NCBA members will be able to review policy approved at the general membership meeting. A simple majority can reject policy approved by the board if at least 20% of total membership responds through a mail-in vote. To protect against regional domination, the ballot must represent 20% of the members from four of the seven NCBA regions.

  • Replace the Cow-Calf/Stocker, Seedstock and Feeder councils with Issue Forums held at the annual meetings and summer conferences. These forums will be designed to discuss relevant topics important to the overall industry. Whereas policy can currently be developed through the councils, the proposed bylaws changes don't allow policy to come out the Issues Forums.

  • Expand satellite and Internet technology for information dissemination.

  • To cut confusion and build efficiency, the Stakeholders' Congress will be axed under the proposed bylaws changes. Its duties — election of officers, adoption of a long-range plan and amendment to the bylaws — will be assumed by the NCBA board of directors. The rationale for this reassignment is to comply with the legal and fiduciary responsibilities of the association.

    “The ascension of officers won't change that much because the nominating committee will still be involved in placing a slate of officer candidates before the board,” Donald explains.

  • While the Cow-Calf/Stocker, Seedstock and Feeder councils are abolished, the dues-based Livestock Marketing, Product, Veal and Allied Industry councils will remain in place.

“The three councils and their place in developing policy have been the cause of confusion,” says Donald. “That's why this proposal replaces the councils with the Issues Forums.”

Streamlining The Policy Process

From the first introduction of policy at the committee level, every succeeding body will have the opportunity to discuss and act on resolutions the previous body debated, whether approved or rejected.

“This proposed governance structure would give NCBA membership more opportunity to look at all policy and debate the issues,” adds Donald. He says he has mixed feelings about the proposed abolition of the cow-calf/stocker council, however.

“We as cow-calf producers would lose the ability to vote on policy in that sort of venue,” he says. “But, it's a tradeoff for the benefit of allowing the membership to vote on all proposed policies.” And, he adds, the cow-calf caucus initiated a few years ago might take on a more relevant role in addressing cow-calf producer's concerns within NCBA.

“The irony in all this is that the Stakeholders' Congress will be voting to abolish itself,” says Donald. He emphasizes that the proposed changes are for NCBA only and wouldn't affect the operation of the Cattlemen's Beef Board, a separate organization that administers the checkoff.

“Doing away with the Stakeholders' Congress will, in fact, thicken the firewall between the policy/dues side and the checkoff side of the NCBA,” he says.

Considerable debate lies ahead between now and January 2004 on the proposals designed to fine-tune NCBA governance and make the organization more responsive to the membership. That's when the proposed changes will be presented to NCBA's board and stakeholders.

“There are people opposed to some of these changes,” concludes Donald. “But whether they choose to pursue their opposition and show up to vote in Phoenix remains to be seen. I think this proposal allows policy to begin and end with the members. They will have the final say.”

NCBA's Current And Proposed Governance Structure

Current Governance Policy

Member, Affiliate, Dues-Based Council

  • Propose policy to committee or segment council


  • Approve, reject, modify proposed and existing policy
  • Simple majority of committee members

Segment Council

  • Recommend policy to committees
  • Refer committee-rejected policy to board
  • Simple majority of members voting

Board of Directors

  • Approve, reject, modify recommended policy from committees and segment councils
  • Simple majority

Membership at Stakeholders

  • Ratify or reject policy approved by board
  • Modify new or old policy
  • Reconsider policy failed by the board
  • Simple majority if proper notice given
  • ⅔ majority if no notice given

Proposed Governance Structure

Member, Affiliate, Dues-Based Council

  • Propose policy to committee


  • Approve, reject, modify proposed and existing policy
  • Simple majority of committee members

Board of Directors

  • Approve, reject, modify policy recommended by committee
  • Approve, reject, modify policy rejected by committee
  • Simple majority

Annual Membership Meeting

  • Ratify or reject policy approved by board by simple majority
  • Amend policy — ⅔ majority
  • Consider policy rejected by board — simple majority
  • Approve policy rejected by the board — ⅔ majority

Membership approval Ballot

  • Vote on policy approved at annual membership meeting
  • 20% response by total membership
  • 20% response in 4 of 7 regions
  • Simple majority to negate policy if above criteria met
  • 30-day response
  • Policy passed at annual membership meeting in effect unless negated by mail ballot

National Angus Tour

The 2003 National Angus Conference and Tour is set for Sept. 24-27 in the cow country of North Dakota. “Take Initiative” is the theme for the event, which includes a conference program featuring cutting-edge beef industry speakers and a North Dakota Angus Association-hosted, two-day tour of a number of family-owned Angus operations.

The early registration deadline is Sept. 1. Cost of registration is $65 before Sept. 1 and $80 after. The fee includes the conference program, most meals and transportation for the tour. Go to for more info or to register. You can also contact Linda Campbell at 816/383-5143 or